Las Vegas Sands Corp.

Strategic execution · Geographic expansion and market entry

Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful. In addition, our attempts to expand into new geographies could pose additional challenges given our limited operational experience in other jurisdictions.

Innovation and product development · Intellectual property protection and infringement

We may fail to establish and protect our IP rights and could be subject to claims of IP infringement. We endeavor to establish, protect and enforce our intellectual property, including our trademarks, copyrights, patents, domain names, trade secrets and other confidential and proprietary information. Our inability to adequately obtain, maintain or defend our IP rights for any reason could have a material adverse effect on our business, financial condition and results of operations.

Customer and revenue · Customer concentration and key customer dependence

We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries. Given our operations are conducted primarily at properties in Macao and Singapore and a large portion of our planned development is in Macao and Singapore, we are subject to greater risk than if we were more diversified.

International and currency · Foreign exchange and currency exposure

We are subject to fluctuations in foreign currency exchange rates. Because our consolidated financial statements are presented in U.S. dollars, we translate revenues and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period, which subjects us to foreign currency translation risks. The strengthening of the U.S. dollar against the functional currencies of our foreign operations could have an adverse effect on our U.S. dollar financial results.

International and currency · Transfer pricing and taxation

Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates. We have had the benefit of a corporate tax exemption in Macao, which exempts us from paying the 12% corporate income tax on profits generated by the operation of casino games through December 31, 2027. There is no certainty either of these tax arrangements will be extended beyond their expiration dates.

Data and privacy · Regulatory investigations and penalties

Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Legal and litigation · Litigation and legal proceedings

We are subject to risks from litigation, investigations, enforcement actions and other disputes. Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages.

Tax and financial reporting · Internal controls and compliance programs

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and regulations in certain jurisdictions where we operate, including Singapore and Macao. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Data and privacy · Data protection and privacy laws

Our business requires the collection and retention of large volumes of data and non-electronic information, including credit card numbers, dates of birth and other personal sensitive or financial information in various information systems we maintain. Our collection of such information is subject to extensive private and governmental regulation. Privacy and cybersecurity laws and regulations are developing, changing frequently, and vary significantly by jurisdiction.

Industry regulation · Licensing and permits

We are required to obtain and maintain licenses from various jurisdictions in order to operate certain aspects of our business. There can be no assurance we will be able to obtain new licenses or renew any of our existing licenses, or if such licenses are obtained, such licenses will not be conditioned, suspended or revoked; and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Reputation and brand · Brand damage and negative publicity

We face the risk of fraud and cheating. Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations and cash flows.

Corporate governance · Shareholder rights and activism

The interests of our principal stockholders in our business may be different from yours. Dr. Miriam Adelson, her family members and trusts and other entities established for the benefit of Dr. Adelson's family members beneficially owned approximately 57% of our outstanding common stock as of December 31, 2025. The concentration of ownership may also delay, defer or even prevent a change in control of our company.

Reputation and brand · Esg environmental social governance performance

We could be negatively impacted by environmental, social and governance and sustainability matters. Governments, investors, customers, employees and other stakeholders are increasingly focusing on corporate environmental, social and governance practices and disclosures. Our failure or perceived failure to achieve our ESG goals or maintain ESG practices that meet evolving stakeholder expectations and expanding legal requirements could harm our reputation, adversely impact our business, financial condition, results of operations.

Corporate governance · Ethics and compliance culture

We are subject to anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act (the 'FCPA'), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Any violation of the FCPA could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Human capital and workforce · Talent acquisition and retention

We depend on the continued services of key personnel. If we do not retain our key personnel or attract and retain other highly qualified employees, our business will suffer. Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team.

Project and contract management · Project execution and delivery risks

There are significant risks associated with our current and planned construction projects. Construction projects are subject to cost overruns and delays caused by events outside of our control or, in certain cases, our contractors' control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment.

Technology infrastructure · Technology systems and infrastructure failure

We rely extensively on computer systems to process transactions, maintain information, and manage our businesses. Disruptions in the availability of our computer systems, or those of third parties we engage to provide gaming operating systems for the facilities we operate, through cybersecurity attacks or otherwise, could impact our ability to service our customers and adversely affect our revenues and the results of operations.

Cybersecurity and data protection · Data breaches and cyber attacks

Our information systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and information security breaches. We have experienced a sophisticated criminal cybersecurity attack in the past and in the future we may experience global cybersecurity and information security threats with more frequency and severity. Cyber-attacks and information security breaches may involve unauthorized access to information, computer malware such as viruses, denial of service attacks, ransomware events that encrypt, exfiltrate or otherwise render data unusable or unavailable.

Economic and market conditions · Consumer spending and confidence

Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy. Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending.

Geopolitical and trade · Political instability and government changes

Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us. The Macao government has the right to unilaterally terminate our Concession in the event of VML's serious non-compliance with its basic obligations under the Concession and applicable Macao laws.